BY-LAWS OF Mendoza Green Planters Community Association Inc. 1. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS OR TRUSTEES. a) Regular meetings of the board of directors or trustees or trustees of the corporation shall be held monthly unless the by-laws provide otherwise. b) Special meetings of the board of directors or trustees may be held at any time upon the call of the president or as provided in the by-laws. ©) Meetings of directors or trustees of corporations may be held anywhere in or outside of the Philippines, uniess the by-laws provide otherwise. Notice of regular or special meetings stating the date, time and place of the meeting must be sent to every director or trustee at least two (2) days prior to the scheduled meoting, unless a longor time is provided in the by-lews. A director or trustee may waive this requirement, either expressly or impliodly. 4) Directors or trustees who cannot physically attend or vote at board meetings can participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them reasonable opportunities to participate. Directors or trustees cannot attend or vote by proxy at board meetings. IL. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE STOCKHOLDERS OR MEMBERS. 2) Regular or annual meetings of stockholders or members shall be held annually on January 17. b) Written notice of regular meetings shall be sent to all stockholders of record or memhers at least twenty-one (21) days prior to the meeting, unless a different period is required in the by-laws, law, or regulation; Provided, further, That written notice of regular meetings may be sent to all stockholders of record or members through electronic mail or such other manner as the Commission shall allow under its guidelines. ¢) Special meetings of Stockholders or members shall be held at any time deemed necessary or as provided in the by-laws: Provided, however, That at least one (1) week written notice shall be sent to all Stockholders or members, unless « different period is provided in the by-laws, law or regulation, 4) Written notice of special meetings shall be sent to all stockholders or System genereted by the Page 1 of 4 B SEC-ESPARCmembers at least one week prior to the meeting. e) Stockholders or members’ meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, Provided, That any city or municipality in Metro Manila, Metro Cebu, Motro Davao, and other Metropolitan areas shall, for purposes of this section, be considered a city or municipality, Ill, THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS OR MEMBERS ‘The required quorum in meetings of Stockholders or members shall consist of the stockholders representing a majority of the outstanding capital stock or a ‘Majority of the members in the case of non-stock corporations. IV. THE FORM FOR PROXIES OF STOCKHOLDERS OR MEMBERS AND THE MANNER OF VOTING THEM Stockholders or members may vote in person or by proxy in all meetings of Stockholders or members. Proxies shall be in writing, signed and filed, by the stockholder or member, in any form authorized in the by-laws and received by the corporate secretary within a reasonable time before the scheduled meeting. Unless otherwise provided in the proxy form, it shall be valid only for the meeting for which it ts intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time. V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS OR TRUSTEES a) A person shall be disqualified from being a director, trustee or officer of any corporation if, within five (5) years prior to the election or appointment as such, the person was: (a) Convicted by final judgment; (1) Of an offense punishable by imprisonment for a period exceeding six (6) years; (2) For violating this Code; and (3) For violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”; (b) Found administratively liable for any offense involving fraudulent acts; and (c) By a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar to those enumerated in paragraphs (a) and (h) above. Directors shall be elected for a term of one (1) year from among the holders of System generated by the Page 2 of 4 SEC-ESPARCstocks registered in the corporation's books, while trustaes shall be elected for a term not exceeding three (3) years from among the members of the corporation. Each director and trustee shall hold office until the successor is elected and qualified. A director who ceases to own at least one (1) share of stock or a trustee who ceases to be a member of the corporation shall cease to be such. b) The corporate powers of the corporation shall be exercised, all business conducted and all property of the corporation be controlled and held by the board of directors or trustees to be elected from among the holders af stacks, who shall hold office for one (1) year and until their successors are elected and qualified. ©) The directors or trustees shall not receive any compensation, as such directors or trustees, except for reasonable per diems. Any compensation may be granted to diractors or trustees by the vote of the stockholders representing at least a majority of the outstanding capital stack or by majority of the members at a regular or special meeting, In no case shall the total yearly compensation of directors, as such directors, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year. V1. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE ‘TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS OR TRUSTEES Immediately after their election, the directors or trustees of a corporation must formally organize by the election of a PRESIDENT, who shell be a director or member, a TREASURER who must bo a resident, 2 SECRETARY who shall be a citizen and resident of the Philippines, and such other officers as may be provided in the by-laws. Two (2) or more positions may be held concurrently by the same officer, however no one shall act as PRESIDENT and SECRETARY or as PRESIDENT and TREASURER at the same time. The officers of the corporation shall hold office for one (1) year and until the successors are elected and qualified. The officers shall manage the corporation and perform such duties as may be provided in the bylaws and/or as resolved by the board of directors or trusteos. VII, FISCAL YEAR The fiscal year of the corporation shall begin on January 16 and shall end January 15 of each year ‘VIII. SEAL The corporate seal shall be determined by the Board of directors or trustees, IX. MISCELLANEOUS PROVISIONS: Matters not covered by the provisions of these by-laws shall be governed by the provisions of the Revised Corporation Code of the Philippines. ‘System generated by the Page 3 of 4 ‘SEC-ESPARCIN WITNESS WHEREOF, we, the undersigned incorporators present at said meeting and voting thereat in favor of the adoptiof bEs@aby0ues, have hereunto subscribed our names this day of 7» 20 in: the City/Municipality of __ sarge gay Province of Republic of the Philippines. Name TIN ALLAN BARONDA MENDOZA * 303-162-301-000 ALVIN BARONDA MENDOZA 940-723-799-000 ARNOLD BARONDA MENDOZA | 615-555-065-000 ALFREDO JR. BARONDA MENDOZA 766-951-519-000 ARCHIE BARONDA MENDOZA 239-840-050-000 DEAN CYREL YARAG VIDAD 433-831-571.000 BEATRIZ BARONDA MENDOZA 332-752-205-000 Ze By ANALYN BARONDA MENDOZA | — 715-846-462-000 fronrdor= RODRICO DIOCTON BARONDA | — 370-094-284-000 4 AJAY ISO MENDOZA 322-752-205-000 tae WILTON CAPISTRANO SAMONTE 328-343-519-000 \kbomalt ZENY B. VINZON 291-908-161-000 CHARLES ANDREI UNTALAN BAUTISTA 303-162-311.000 oa System generated by the SEC-ESPARC Page 4 of 4